UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 26, 2009
DUKE ENERGY CORPORATION
(Exact Name of Registrant as Specified in its Charter)
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| Delaware
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001-32853
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20-2777218 |
| (State or Other Jurisdiction
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(Commission
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(IRS Employer |
| of Incorporation)
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File Number)
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Identification No.) |
526 South Church Street, Charlotte, North Carolina 28202-1904
(Address of Principal Executive Offices, including Zip code)
(704) 594-6200
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01. Other Events.
On January 21, 2009, Duke Energy Corporation (the “Company”) entered into an underwriting
agreement, dated as of January 21, 2009 (the “Underwriting
Agreement”), with Banc of America Securities LLC, J.P. Morgan Securities
Inc. and Morgan Stanley & Co. Incorporated, as representatives of the several underwriters named
therein (the “Underwriters”), pursuant to which the Company agreed to issue and sell to the
Underwriters $750 million aggregate principal amount of the Company’s 6.30% Senior Notes due 2014
(the “Securities”). The Securities will be issued pursuant to an Indenture, dated as of June 3,
2008 (the “Indenture”), by and between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee
(the “Trustee”), as amended and supplemented by various supplemental indentures thereto, including
the Second Supplemental Indenture, dated as of January 26, 2009
(the “Second Supplemental Indenture”), between the Company and the
Trustee, relating to the Securities. The disclosure in this Item 8.01 is qualified in its entirety by the provisions of the Indenture,
the Second Supplemental Indenture, which is attached hereto as Exhibit 4.1, and the Underwriting
Agreement, which is attached hereto as Exhibit 99.1. Such exhibits are incorporated herein by
reference.
Also,
in connection with the issuance and sale of the Securities,
the Company is filing a legal opinion regarding the validity of the Securities as Exhibit 5.1 to
this Form 8-K for the purpose of incorporating the opinion into the Company’s Registration
Statement No. 333-146483.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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Description |
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Exhibit 4.1
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Second Supplemental Indenture, dated as of January 26, 2009,
to the Indenture, dated as of June 3, 2008, between the
Company and The Bank of New York Mellon Trust Company, N.A.,
as Trustee. |
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Exhibit 5.1
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Opinion regarding validity of the Securities. |
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Exhibit 23.1
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Consent (included as part of Exhibit 5.1). |
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Exhibit 99.1
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Underwriting Agreement, dated as of January 21, 2009, between
the Company and Banc of America Securities LLC, J.P. Morgan
Securities Inc. and Morgan Stanley & Co. Incorporated, as
representatives of the several underwriters named therein. |